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HomeMy WebLinkAboutDreamtime Graphics CITY OF AUBURN AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into on this 25th day of October, 2006, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Marcus Fellbaum, Dreamtime Graphics, hereinafter referred to as the "Service Provider" for professional services. WITNESSETH: WHEREAS, the City produces a Parks, Arts & Recreation guide three times a year; and WHEREAS, the Service Provider is qualified and able to provide the graphics services in connection with the City's needs for the above-described work/project, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services. The Service Provider agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services.") The Service Provider shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services. From time to time hereafter, the parties hereto may agree to the performance by the Service Provider of additional services with respect to related work or projects. Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Service Provider's performance of the services there under, except as maybe provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such addendum were a part of this Agreement as originally executed. The performance of services pursuant to an addendum shall. be subject to the terms and conditions of this Agreement except where the addendum provides to the contrary, in which case the terms and conditions of any such addendum shall control. In all other respects, any addendum shall supplement and be construed in accordance with the terms and conditions of this Agreement. 3. Performance of Additional Services Prior to Execution of an Addendum. The parties hereby agree that situations may arise in which services other than those described on Exhibit "A" are desired by the City and the time period for the completion of such services makes the execution of addendum impractical prior to the commencement of the Service Provider's performance of the requested services. The Page 1 of 10 Service Provider hereby agrees that it shall perform such services upon the oral request of an authorized representative of the City pending execution of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. 4. Service Provider's Representations. The Service Provider hereby represents and warrants that he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. City's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Service Provider: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Service Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Service Provider to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Service Provider and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. Acceptable Standards. The Service Provider shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. 7. Compensation. As compensation for the Service Provider's performance of the services provided for herein, the City shall pay the Service Provider the fees and costs specified on Exhibit "B" attached hereto and made a part hereof (or as specified in an addendum). The Service Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Service Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. Time for Performance and Term of Agreement. The Service Provider shall perform the services provided for herein in accordance with the direction and scheduling provided on Exhibit "C" attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall commence on the 25th day of October, 2006, and shall terminate upon completion of the performance of the scope of work provided herein, according to the schedule provided on Exhibit "C" attached hereto, unless otherwise agreed to in writing by the parties. Page 2 of 10 9. Ownership and Use of Documents. All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Service Provider as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 10. Records Inspection and Audit. All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 11. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Service Provider agrees that, notwithstanding such dispute or conflict, the Service Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 12. Administration of Agreement. This Agreement shall be administered by Marcus Fellbaum, on behalf of the Service Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: City of Auburn Auburn City Hall 25 West Main Auburn, WA 98001-4998 (253) 931-3099 FAX (253) 288-3132 Service Provider Marcus Fellbaum, Dreamtime Graphics 10429 SW Cove Rd. Vashon, WA 98070 (206) 463-6616 Fellbaum@dreamtimegraphicdesign.com 13. Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 14. Indemnification. Page 3 of 10 The Service Provider shall indemnify and hold harmless the City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission of the Service Provider, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, or jointly against the City and the Service Provider and their respective officers, agents and employees, or any of them, the Service Provider shall satisfy the same to the extent that such judgment was due to the Service Provider's negligent acts or omissions. 15. Assig ent. Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 16. Amendment, Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 17. Termination and Suspension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Service Provider if the services provided for herein are no longer needed from the Service Provider. If this Agreement is terminated through no fault of the Service Provider, the Service Provider shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 18. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive Page 4 of 10 benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 19. Costs to Prevailing Party In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 20. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Service Provider of the services. 21. Captions, Headings and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 22. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 23. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 24. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Page5of10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CIT ~. ~- Peter B. Lewis, Mayor SE ICE PROVER-~ Marcus Fellbaum Dreamtime Graphics City vendor #160560 Attest: D 'elle Daskam, City Clerk to Daniel B. Heid, City Attorney Page 6 of 10 EXHIBIT A TASKS AND SERVICES The Service Provider's primary role will be assist the Communications Division to produce the Winter 2007, Spring/Summer 2007, and Fa112007 Auburn Parks, Arts & Recreation Guides and prepare for the printer. These services shall include: design, layout, proof, photo scans and placement, preparing for print, emailing a finished product (drafts or final) to the Communication Division. The Service Provider shall also perform administrative functions necessary for the completion of the recreation guide. These services shall include: preparing an electronic pdf format, meeting with staff, meeting with printers and travel to and from the printer. Finished product (drafts or finals) shall be electronic format to the Communications Division in a "designer proofed" status. General spelling corrections, format/wraps corrections, and all information submitted shall be included in the proof prior to being sent to the City for proofing. Hours to correct the "designer proofed" errors will not be billed to the City. The following steps shall take place after the City, the Service Provider and the Printer have agreed on a timetable for each guide: 1. Flowing of text in approximate order/space to determine overflow/underflow of copy. Service Provider shall contact the Manager or designee if submitted content is too large or to fit in the allocated space. Provide electronic pdf format for proof. 2. The City will edit the text from the CLASS download and submit to Service Provider for text placement. Proof will be edited using Adobe Acrobat 7.0 Professional software. 3. The City will provide the Service Provider with the City's style guide for use with the Recreation Guide. 4. Materials will be re-submitted to Service Provider for last corrections. Final proofs will be submitted in electronic pdf format. 5. Service Provider will package the Recreation Guide for the printer. The Service Provider shall provide a color proof to the printer and to the City. The printer will supply a blue line and color proof. Once the City has signed off on the final proof, the City is responsible for any errors and/or future changes requested after the Service Provider has provided the final proof. 6. The Service Provider shall supply the city a disk with the following: electronic PDF format and native files of the entire guide. The disk shall be delivered to the City at the same time the printer receives the guide. The Service Provider reserves no rights for the services listed in this agreement. The City can reproduce the designated materials in any other published or electronic product. The Service Provider may use the guide in their portfolio and use the City as a reference. Page8of10 EXHIBIT B COSTS The design rate is fifty-dollars ($50) per page. These services include: design, layout, proof, photo scans, image placement, and preparing for print; emailing finished product (drafts or final) to Communications staff, meeting with staff and receiving electronic information; meetings with printers and travel to and from the printer. The total cost for the production of three recreation guides is not to exceed $7,000. Any exceptional expenses will be agreed by the Communication Manager in advance of the expense being incurred. The Service Provider shall submit invoices to the City after such services have been performed and the City shall make payment within thirty (30) days after the submittal of each approved invoice. Such invoice shall detail the hours worked and a description of the tasks performed. Page 9 of 10 EXHIBIT C TIME OF PERFORMANCE Service Provider shall provide at a minimum 128 pages of work by September 1, 2007. Page 10 of 10